Frescalva UK Limited and Marrowby Ices Limited: The Advice File

From: Duarte Alvarenga, Managing Director, Frescalva UK Limited and Frescalva, Lda.
To: Naomi Garrowby, Fallowden LLP
Sent: September 2027
Subject: Marrowby Ices: the unpaid invoice and their claim

Dear Naomi

Here is the story and our questions. I attach the quote, our Conditions, Marrowby's order form, the emails and the solicitors' letter.

In March we quoted Marrowby Ices twelve batch freezers at £10,000 each; our English company delivered from stock in May. Marrowby paid two invoices. The third, £40,000, fell due in July; in August its solicitors wrote that Marrowby will not pay it and claims £90,000.

Four of the twelve stopped in July: the compressors failed after about eight weeks, and in one the mix thawed and ran over the counter. We said repair parts would take three weeks from Porto, so Marrowby had its own engineer fit new compressors, and now wants that cost from us, with lost profit on top.

Dean Loxwell was our sales agent in England until March. In June he emailed our English customers, Marrowby among them, offering a rival's machines below our dealer prices. Only Dean and I had the discount sheet.

My questions:

1. Marrowby says its order form is the contract and our Conditions do not apply. We sent our Conditions with the quote, and again when we accepted the order. Whose terms apply?

2. Were the machines defective in law? They worked for eight weeks, and a compressor can fail for many reasons.

3. What can Marrowby claim from us? Its letter asks for the repairs, lost profit while the four stood idle, lost profit on a festival contract we never heard of, and a counter.

4. Our Conditions say no claim after 7 days, no loss of profit, and a cap at the price. In short: does clause 9 protect us?

5. Their solicitors also use the words "negligence" and "misrepresentation", and mention our brochure. What do those two words add?

6. Dean and the customer list: can we make him stop, and get the list and the discount sheet back?

And should we sue them? This is our first English dispute. I want to know what it costs and how long it takes before I decide.

Kind regards
Duarte

Duarte Alvarenga · Managing Director · Frescalva UK Limited · Frescalva, Lda., Porto